Magnolia Oil & Gas Corporation Investor Presentation - Jan 2022
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Disclaimer FORWARD LOOKING STATEMENTS The information in this presentation and the oral statements made in connection therewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this presentation, regarding Magnolia Oil & Gas Corporation’s (“Magnolia,” “we,” “us,” “our” or the “Company”) financial and production guidance, strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this presentation, including any oral statements made in connection therewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward- looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events. Except as otherwise required by applicable law, Magnolia disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this presentation. Magnolia cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Magnolia, incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids. In addition, Magnolia cautions you that the forward looking statements contained in this press release are subject to the following factors: (i) the length, scope and severity of the ongoing coronavirus disease 2019 (“COVID-19”) pandemic (including the emergence and spread of variant strains of COVID- 19), including the effects of related public health concerns and the impact of continued or new actions taken by governmental authorities and other third parties in response to the pandemic and its impact on commodity prices and supply and demand considerations; (ii) the outcome of any legal proceedings that may be instituted against Magnolia; (iii) Magnolia’s ability to realize the anticipated benefits of its acquisitions, which may be affected by, among other things, competition and the ability of Magnolia to grow and manage growth profitably; (iv) changes in applicable laws or regulations; and (v) the possibility that Magnolia may be adversely affected by other economic, business, and/or competitive factors. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact Magnolia's operations and projections can be found in its filings with the Securities and Exchange Commission (the "SEC"), its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 23, 2021. Magnolia’s SEC filings are available publicly on the SEC’s website at www.sec.gov. NON-GAAP FINANCIAL MEASURES This presentation includes non-GAAP financial measures, including free cash flow, EBITDAX, adjusted EBITDAX, adjusted net income, adjusted earnings, adjusted cash operating costs and adjusted cash operating margin. Magnolia believes these metrics are useful because they allow Magnolia to more effectively evaluate its operating performance and compare the results of its operations from period to period and against its peers without regard to accounting methods or capital structure. Magnolia does not consider these non-GAAP measures in isolation or as an alternative to similar financial measures determined in accordance with GAAP. The computations of these non-GAAP measures may not be comparable to other similarly titled measures of other companies. Magnolia excludes certain items from net income in arriving at adjusted net income and adjusted earnings because these amounts can vary substantially from company to company within its industry depending upon accounting methods, book values of assets and the method by which the assets were acquired. Adjusted EBITDAX, adjusted net income, and adjusted earnings should not be considered as alternatives to, or more meaningful than, net income as determined in accordance with GAAP. Certain items excluded from free cash flow, adjusted EBITDAX, adjusted net income, adjusted earnings, adjusted cash operating costs and adjusted cash operating margin are significant components in understanding and assessing a company’s financial performance, and should not be construed as an inference that its results will be unaffected by unusual or non-recurring terms. As performance measures, adjusted EBITDAX, adjusted net income, adjusted earnings, adjusted cash operating costs and adjusted cash operating margin may be useful to investors in facilitating comparisons to others in the Company’s industry because certain items can vary substantially in the oil and gas industry from company to company depending upon accounting methods, book value of assets, and capital structure, among other factors. Management believes excluding these items facilitates investors and analysts in evaluating and comparing the underlying operating and financial performance of our business from period to period by eliminating differences caused by the existence and timing of certain expense and income items that would not otherwise be apparent on a GAAP basis. As a liquidity measure, management believes free cash flow is useful for investors and widely accepted by those following the oil and gas industry as financial indicators of a company’s ability to generate cash to internally fund drilling and completion activities, fund acquisitions, and service debt. Our presentation of adjusted EBITDAX, adjusted net income, free cash flow, adjusted earnings, adjusted cash operating costs and adjusted cash operating margin may not be comparable to similar measures of other companies in our industry. A free cash flow reconciliation is shown on page 22, adjusted EBITDAX reconciliation is shown on page 23 of the presentation, adjusted net income reconciliation is shown on page 24, adjusted earnings reconciliation is shown on page 25 and adjusted cash operating costs and adjusted cash operating margin reconciliations are shown on page 7. INDUSTRY AND MARKET DATA This presentation has been prepared by Magnolia and includes market data and other statistical information from sources believed by Magnolia to be reliable, including independent industry publications, governmental publications or other published independent sources. Some data is also based on the good faith estimates of Magnolia, which are derived from its review of internal sources as well as the independent sources described above. Although Magnolia believes these sources are reliable, it has not independently verified the information and cannot guarantee its accuracy and completeness. 2
Magnolia Oil & Gas – Overview • High-quality, low-risk pure-play South Texas operator with a core ~478,000 Net Acre Position Targeting Two of the Top Eagle Ford and Austin Chalk position acquired at an attractive entry Oil Plays in the U.S. multiple • Significant scale and PDP base generates material free cash flow, Giddings Field reduces development risk, and increases optionality • Asset Overview: – ~23,500 net acres in a well-delineated, low-risk position in the core of Karnes County, representing some of the most prolific acreage in the United States with industry leading break-evens – ~450,000 net acres in the Giddings area, a re-emerging oil play with significant upside and what we believe to be substantial inventory Karnes County – Both assets expected to remain self funding and within cash flow Gonzales Wilson Market Statistics Dewitt Trading Symbol (NYSE) MGY Share Price as of 1/3/2022 $19.81 Common Shares Outstanding (1) 231 million Market Capitalization $4.6 billion Source: IHS Performance Evaluator. Long-term Debt – Principal $400 million Industry Leading Breakevens ($/Bbl WTI) Cash as of 9/30/2021 $245 million $45 $39 $39 Total Enterprise Value $4.7 billion $32 $34 $35 $38 $28 Operating Statistics Karnes Giddings Total Net Acreage 23,513 454,687 478,200 Karnes Austin Karnes Lower Midland Delaware DJ Basin Eagle Ford STACK Bakken 3Q21 Net Production (Mboe/d) (2) 30.6 36.8 67.4 Chalk Eagle Ford Source: RSEG. (1) Common Stock outstanding includes Class A and Class B Stock. (2) Giddings Includes other production not located in the Giddings Field. 3
Magnolia Oil & Gas – Business Model & Strategy Magnolia Value Creation Principles Objectives & Execution Generate moderate annual organic production • 2021 production guidance of ~7% YOY growth 1 growth Limit D&C capital to 55% of annual Adjusted • Actual D&C capital spending since company 2 EBITDAX, providing significant free cash flow inception is 52% of Operating Cash Flow • $400 million of principal debt outstanding. Net 3 Maintain conservative financial leverage profile debt of 0.2x 3Q21 annualized adjusted EBITDAX. • $245 million of cash on the balance sheet 4 Generate high full-cycle operating margins • Operating income margins were 60% during 3Q21 • Closed ~$214 million of bolt-on acquisitions since 1/1/19 while increasing our Karnes net acreage position by ~40%. Prudent & effective reinvestment of free cash flow 5 • Repurchased 34.1 (1) million shares of Magnolia to maximize shareholder returns stock since inception of repurchase program (3Q19) • Paid first interim semi-annual dividend of $0.08/share during 3Q21. (1) Includes Class A, Class B, and non-compete shares paid in cash. 4
Magnolia Oil & Gas – Prudent Financial Policy Conservative Financial Statements with Capital Spending Plan Limited Low Financial Leverage to 55% of Annual Adj. EBITDAX (Expected to deliver modest production (
A Fundamental Change To Our Business – 2021 Cons. Est.(1) vs 2019 Total Net Production (Mboe/d) D&C Capex / Adjusted EBITDAX ($MM) 66.8 65.8 $813 $696 45% 67% $280 $545 55% $416 $257 33% (60%) (32%) 2019 Actual 2021E Consensus 2019 Actual 2021E Consensus Giddings Karnes D&C Capex EBITDAX - Capex Pre-Tax Net Income ($MM) Diluted Share Count (MM) (3) $570 263 (2) 232 $100 Realized Oil Realized Oil Price: $60.00 Price: $61.18 Actual 2019 2021E Consensus 4Q 2019 YE 2021 Estimate (1) Based on FactSet Estimates as of 11/3/2021. (2) Assumes MGY’s 232 million diluted share guidance for 4Q21. (3) Shares of Class B Common Stock, and corresponding Magnolia LLC Units, are anti-dilutive in the calculation of weighted average number of common shares outstanding. 6
Magnolia Oil & Gas – Margin and Cost Structure For the Quarter Ended For the Quarter Ended $ / Boe, unless otherwise noted September 30, 2021 June 30, 2021 Revenue $45.74 $42.42 Total Cash Operating Costs: Lease Operating Expenses (1) (3.79) (3.70) Gathering, Transportation & Processing (1.63) (1.52) Taxes Other Than Income (2.27) (2.34) Exploration Expense (0.05) (0.01) (2) General & Administrative Expense (1.92) 14% (3.61) Improvement Total Adjusted Cash Operating Costs (3) (9.66) (11.18) Adjusted Cash Operating Margin (3) $36.08 $31.24 Margin % 79% 74% Non-Cash Costs: Depreciation, Depletion, and Amortization (7.74) (7.33) Asset Retirement Obligations Accretion (0.21) (0.24) Amortization on Intangible Assets - (1.22) Non-cash stock-based compensation (0.47) (0.60) Total non-cash expenses (8.42) (9.39) Operating Income Margin $27.66 $21.85 Margin % 60% 52% (1) Lease operating expenses exclude non-cash stock based compensation of $0.1 million, or $0.02 per boe, for each of the quarters ended September 30, 2021 & June 30, 2021. (2) General and administrative expenses exclude non-cash stock based compensation of $2.8 million, or $0.45 per boe, and $3.4 million, or $0.58 per boe, for the quarters ended September 30, 2021 & June 30, 2021, respectively. (3) Adjusted cash operating costs and adjusted cash operating margin are non-GAAP measures. For reasons management believes this is useful to investors, refer to slide 2 “Non-GAAP 7 Financial Measures.”
Cash Flow Allocation Matches Magnolia’s Business Model (Percentage of Operating Cash Flow (1) – Since Inception - 7/31/18 thru 9/30/21) Cash Build + Dividend 8% Share Repurchases 22% Drilling & Completions 52% Acquisitions 18% (1) Operating Cash Flow is cash flow from operations before changes in working capital. (2) Cash Build is 7% and the Dividend is 1%, respectively 8
Magnolia Oil & Gas – Prudent Deployment of Free Cash Flow Accretive Share Bolt-On Repurchases Acquisitions Return- focused Value Creation Debt Dividend Reduction Consistent free cash flow generation allows for prudent and effective reinvestment to maximize Magnolia’s total shareholder return proposition. 9
Share Repurchase Summary Through 3Q 2021 • Since the initial repurchase authorization in 3Q19, Magnolia has reduced its dilutive share count by 15.1(1) million shares of Class A common stock as well as 19 million shares of Class B common stock, for a total reduction of 34.1 million shares, or approximately 13% of the diluted shares outstanding as of the authorization date. ‒ Q4 2021 diluted share count is expected to be approximately 232 million shares. • Magnolia plans to continue to opportunistically repurchase 1% of the total shares outstanding each quarter. • There are 8.5 million shares remaining under the current share repurchase authorization. Quarterly Share Reduction Summary (Million Shares) (1) (1) (1) Class A share reduction includes 3.6 million non-compete shares that were paid in cash in lieu of stock. 10
Magnolia Oil & Gas – Differentiated Dividend Framework Second remaining Dividend Principles dividend payment – based on the prior Secure & Sustainable – Dividend is safe, and year’s results & our supported by our strong balance sheet, prudent view of long-term spending and consistent free cash flow product prices – $55 Oil First interim semi-annual Paid out of Earnings – Dividend is paid out of dividend – based on ~$40 Oil earnings generated by the business and, will not exceed 50% of the prior year’s reported net income Dividend Growth – We expect each of these regular dividend payments to grow annually based $0.08/share on execution of our plan, which includes moderate production growth and share reduction Paid in 3Q21 Payable 1Q22 • Differentiated dividend framework is aligned with the principles of our business model and reinforces our plan. • The initiation of a dividend conveys our continued confidence in the business plan and the quality of our assets. • Our approach is meant to appeal to long-term investors who seek dividend safety, moderate and regular dividend growth, and a dividend that is paid out of actual earnings. • We intend to use this dividend framework to demonstrate the underlying results of our business in a stable product price environment ($55 oil and $2.75 natural gas), and within our current cost structure. • Our objective is to provide a superior total shareholder return by improving the per share value of the enterprise while providing a secure and growing dividend. 11
Asset Overview
Giddings Field – Development & Appraisal Opportunities Giddings Asset Overview Lease Map • Emerging, high-growth asset with extensive inventory potential and significant development flexibility • ~650,000 gross acres (~450,000 net acres) that is 98% HBP and 96% operated. 3Q 2021 production averaged 34.2 Mboe/d (39% oil, 67% liquids) • HBP nature of asset allows for systematic delineation and optimization of play while generating free cash flow • Shallower production declines allow for more stable cash flows and beneficial with higher future oil prices • Modern high-intensity completions have resulted in a step-change improvement in well performance • Have successfully transitioned 70,000 acres to development • We could have at least 1,000 locations based on conservative spacing assumptions With significant scale and high HBP position, Giddings offers a unique opportunity to develop an emerging play while generating free cash flow 13
Giddings Field – Development • MGY has identified some contiguous acreage blocks which have produced consistent results to date. One of these areas comprises ~70,000 acres. ‒ Operating one full-time rig drilling development wells in this area ‒ Have greater than 30 horizontal wells online • 3Q21 production at Giddings has increased 96% YOY • During 2021, we have entered full field development ‒ Primarily drilling 4 well pads ‒ Drilling efficiency increased 10% compared to 2020 levels ‒ Averaged ~7,000 foot laterals YTD ‒ Plan to bring ~24 wells online during 2021 • Benefits of Giddings: ‒ Low entry costs and high economic returns Note: All MGY Giddings acreage not displayed on map. ‒ Shallower production declines ‒ High EURs with low F&D Costs 14
Karnes County – Core Eagle Ford and Austin Chalk Key Asset Highlights Premier Position in the Core of the Eagle Ford • World-class acreage footprint located in the core of Eagle Ford – Karnes Trough the Eagle Ford, substantially de-risked Magnolia Fluid Windows BP Oil ‒ ~23,500 net acres, 60% operated, 96% HBP, EOG Wet Gas 30.6 Mboe/d 3Q21 production (58% oil, 77% MRO Dry Gas COP liquids) ‒ EOG represents 62% of non-operated activity • Provides substantial free cash flow ‒ Full field development allows for operational efficiencies and improved performance • Well-known, repeatable acreage position targeting multiple benches and represents some of the best economics in North America Core position in Karnes County Oil Window adjacent to EOG and Marathon and less than 1-year new well paybacks 15
Magnolia Oil & Gas – Business Risks Adequately Managed Level of Risk Generally Acceptable to Magnolia Risk Factor Low Moderate Fully Exposed Geologic/Exploratory Political Cost Risk Reinvestment Commodity Financial 16
Magnolia Oil & Gas – Commitment to Sustainability ENVIRONMENTAL SOCIAL GOVERNANCE Flaring Workforce Health & Safety Board Independence Flare less than 1% of our total net Both employee total recordable 71% of board members are production incident rate and fatality rate were zero independent in 2020 Fugitive Emissions Board Diversity Operate vent and flare systems to Diversity 29% of board members are women minimize fugitive emissions from 24% of employee population are storage tanks women (38% in our Houston corporate Executive Compensation office) and 32% identify as Asian, Black Ratio of 2020 Chief Executive Officer’s Water Resources or African American, Hispanic or Latino, compensation to median employee’s Operations do not produce large or two or more races compensation was 1.48 to 1 volumes of water after initial production Community Support Say-on-Pay Gave more than $105,000 to local More than 99% of stockholders Groundwater communities, supporting more than approved say-on-pay at 2021 Annual Design wells to minimize the possibility 100 organizations Meeting of Stockholders of well failure and ensure groundwater is protected Magnolia 2021 Sustainability Report is available on our website under the Sustainability tab 17
Magnolia Oil & Gas – Summary Investment Highlights High Quality Assets Positioned for Success • Coveted position in core of Karnes County with industry leading breakevens between $28 - $32 per barrel(1) • Emerging position in the Giddings Field with 70,000 acres now in development. Positive Free Cash Flow and Leading Margins • One of the select upstream independents that has generated substantial free cash flow after capital expenditures • Leading free cash flow yield at a wide range of commodity prices versus the vast majority of the E&P group Multiple Levers of Growth • Modest organic growth through proven drilling while remaining well within cash flow (~55% of EBITDAX) • Low debt and strong free cash flow allows Magnolia to pursue accretive bolt-on acquisitions or buy back stock which improves the Company’s per share metrics Strong Balance Sheet, Financial Flexibility & Conservative Financial Policy • Conservative leverage profile with $245 million of cash and only $400 million of principal total debt outstanding(2) • Substantial liquidity of $695 million(2) (1) Source: RSEG. (2) Debt and liquidity as of 9/30/2021. 18
Appendix
3Q 2021 Capital Structure and Liquidity Overview Capital Structure Overview Capitalization & Liquidity ($MM) • Maintaining low financial leverage profile Capitalization Summary As of 9/30/2021 ‒ Net Debt / Total Book Capitalization of 12% Cash and Cash Equivalents $245 ‒ Net Debt / Q3 Annualized adjusted EBITDAX of 0.2x Revolving Credit Facility $0 • Current Liquidity of $695 million, including fully undrawn credit facility (1) 6.00% Senior Notes Due 2026 $400 • No debt maturities until senior unsecured notes mature in 2026 Total Principal Debt Outstanding $400 Debt Maturity Schedule ($MM) Total Equity (2) $906 Borrowing 6.00% Senior Net Debt / Q3 Annualized Unsecured 0.2x Base Adjusted EBITDAX Notes $450 Net Debt / Total Book $400 12% Capitalization Liquidity Summary As of 9/30/2021 Credit Facility Cash and Cash Equivalents $245 Borrowings (as of 9/30/21) Credit Facility Availability $450 $0 2020 2021 2022 2023 2024 2025 2026 Liquidity (1) $695 (1) Liquidity defined as cash plus availability under revolving credit facility. (2) Total Equity includes noncontrolling interest. 20
YTD Cash Flow Summary (In millions) 800 10 19 700 600 163 500 528 400 284 300 200 245 100 193 0 (3) (5) Cash Cash Flow (1) Acquisitions (2) Dividends D&C and (4) Common Stock Cash 12/31/20 from Operations and Other Facilities Capital Repurchases 9/30/21 (1) Cash flow from operations before changes in working capital. (2) Includes $11 MM of acquisitions and $12 MM in other activities offset by a $13 MM increase in capital accruals which are included in the investing activities of cash flows. (3) Includes $14 MM of dividends paid and $5 million of distributions to noncontrolling interest holders. (4) D&C Capital of $163 MM includes $13 MM of capital activities that have been accrued but not yet paid. 21 (5) Comprised of $70 MM Class A Common Stock, $172 MM Class B Common Stock and a $42 MM cash settlement for the non-compete agreement in lieu of Class A Common Stock issuance.
Free Cash Flow Reconciliation (in thousands) For the Quarter Ended For the Quarter Ended Free Cash Flow Reconciliation September 30, 2021 September 30, 2020 Net cash provided by operating activities $221,904 $65,156 Add back: Changes in operating assets and liabilities (10,677) 3,438 Cash flows from operations before changes in operating assets and $211,227 $68,594 liabilities Additions to oil and natural gas properties (68,388) (27,674) Changes in working capital associated with additions 621 5,409 to oil & gas properties Free cash flow (1) $143,460 $46,329 (1) Free cash flow is a non-GAAP measure. For reasons management believes this is useful to investors, refer to slide 2 “Non-GAAP Financial Measures.” 22
Reconciliation of Net Income to Adjusted EBITDAX (in thousands) For the Quarter Ended For the Quarter Ended Adjusted EBITDAX reconciliation to net income: September 30, 2021 September 30, 2020 Net income $159,907 $13,695 Exploration expense 317 701 Asset retirement obligation accretion 1,329 1,501 Depreciation, depletion and amortization 47,993 44,731 Amortization of intangible assets - 3,626 Interest expense, net 7,474 7,333 Income tax expense (benefit) 3,631 (339) EBITDAX (1) $220,651 $71,248 Non-cash stock-based compensation expense $2,910 $2,927 Unrealized (gain) loss on derivatives, net ($2,043) $2,208 Adjusted EBITDAX (1) $221,518 $76,383 (1) EBITDAX and Adjusted EBITDAX are non-GAAP measures. For reasons management believes these are useful to Investors, refer to slide 2 “Non-GAAP Financial Measures.” 23
Adjusted Net Income Reconciliation (in thousands) For the Quarter Ended For the Quarter Ended Adjusted Net Income September 30, 2021 September 30, 2020 Net income $159,907 $13,695 Income tax expense (benefit) $3,631 ($339) Income Before Income Taxes 163,538 13,356 Adjustments: Unrealized (gain) loss on derivatives, net (2,043) 2,208 Adjusted Income before income taxes 161,495 15,564 Adjusted income tax expense 3,586 - Adjusted Net Income (1) $157,909 $15,564 (in thousands) For the Quarter Ended For the Quarter Ended Total Share Count September 30, 2021 September 30, 2020 Diluted weighted average of Class A Common Stock outstanding during the 175,683 170,676 period Weighted average shares of Class B Common Stock outstanding during the 60,358 85,790 period (2) Total weighted average shares of Class A and B Common Stock, including 236,041 256,466 dilutive impact of other securities (2) (1) Adjusted Net Income is a non-GAAP measure. For reasons management believes this is useful to investors, refer to slide 2 “Non-GAAP Financial Measure.” (2) Shares of Class B Common Stock, and corresponding Magnolia LLC Units, are anti-dilutive in the calculation of weighted average number of common shares outstanding. 24
Adjusted Earnings Reconciliation (in thousands) For the Quarter For the Quarter Per Share Per Share Ended Ended Diluted EPS Diluted EPS September 30, 2021 September 30, 2020 Net income attributable to Class A Common Stock $119,364 $0.67 $9,147 $0.05 Adjustments: Unrealized (gain) loss on derivatives, net (2,043) - 2,208 0.01 Noncontrolling interest impact of adjustments 507 - (752) - Change in estimated income tax 34 - - - Adjusted net income attributable to Class A Common Stock (1) $117,862 $0.67 $10,603 $0.06 (1) Adjusted earnings is a non-GAAP measure. For reasons management believes this is useful to investors, refer to slide 2 “Non-GAAP Financial Measures.” 25
Proved Developed Reserves Detail For the Year Ended (In thousands) December 31, 2020 Costs incurred: Proved property acquisition costs $49,246 Unproved properties acquisitions costs 25,966 Total acquisition costs $75,212 Exploration and development costs 188,352 Total costs incurred $263,564 Less: Total acquisition costs ($75,212) Less: Asset retirement obligations $12,839 Less: Exploration expense ($3,334) Less: Leasehold acquisition costs ($2,966) Drilling and completion capital (A) $194,891 Proved developed reserves: Beginning of period 86.8 End of period 85.8 Increase (decrease) in proved developed reserves (1.0) Production (B) 22.6 Increase in proved developed reserves plus production 21.6 Less: Purchase of reserves in place (2.0) Less: Price-related revisions 10.8 Increase in proved developed reserves, excluding (C) 30.4 acquisitions and price-related revisions Organic proved developed F&D cost per boe (A)/(C) $6.41 Reserve replacement ratio (C)/(B) 135% 26
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